Approved April 24, 2009
PACIFICA FOUNDATION
Page 1 of 7
Pacifica National Board - Teleconference (Open Session)
8:30 pm Eastern Time, 7:30 pm Central Time, 5:30 pm Pacific Time
Originating in Various Locations
April 10, 2009
This Meeting is a Continuation of the Open PNB meeting of April 5, 2009

MINUTES

I. Call to Order/ Opening Business. PNB Chair Grace Aaron called meeting to
order at 8:35 pm (ET). Carolyn Birden agreed to serve as time keeper.

b. Agenda Approval. Chair stated that since this was a Continuation
Meeting that Agenda Approval already complete. Governance motion that was
on the original Agenda but was left off of this Agenda was added back.

c. Minutes Approval. Chair stated that since this was a Continuation
Meeting that the Minutes would not come-up for approval until the meeting
was completed.

II. Motion Regarding Gradient Disciplinary Measures.

In order to ensure compliance with CPB and FCC regulations, formally
adopted Pacifica National Board resolutions, and the management decisions
of the Executive Director, the ED is hereby authorized to apply the
following gradient disciplinary measures:

a) A negative mention in the manager's personnel file,
b) Suspension of duties with pay,
c) Suspension of duties without pay,
d) Reduction in pay,
e) The assignment of another staff person to carry out the unmet
responsibilities of management staff.
Approved 4-24-09
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Pacifica National Board Teleconference MINUTES
April 10, 2009

Such disciplinary measures such as reductions in salary, temporary
suspension of duties, etc., may be rescinded if and when full compliance
takes place. Other disciplinary measures, as long as they are in
conformity with the Pacifica Bylaws, may also be used to ensure
compliance. However, the initial statement of noncompliance placed in the
personnel file of the staff member in question shall remain in their file.

Simmons and Schroell were tasked to check the Employees Handbook to see
how the proposed measures fit with the Handbook. O'Brien moved to Table
the motion until existing Pacifica guidelines may be examined. Hearing
no objection, Motion Approved.

a. Governance. Committee Chair George Reiter reported that the
committee had brought several motions; and they follow.

1. Motion that the PNB accept as its confidentiality policy,
compliance with the existing ethics documents. People
are to sign a document saying that they've read the existing
ethics policy and agree to comply with this policy. (at Gov.;
unanimous)

2. Motion that the PNB adopt applicable California law to be our
whistle blower policy: the Whistle Blower Act of California and
Senate Bill 777 of 2003, as well as title 7 of the
federal Civil Rights Act as recently interpreted unanimously by the
Supreme Court,' and the previously enunciated policy from
the Audit Committee about whistle blowers and forward this
to the Pacifica General Counsel for consideration. (at Gov.;
unanimous)

Time expired. Reiter moved to add 10 minutes. Hearing no
objections, motion Approved.

3. Motion that the governance committee shall solicit
suggestions for changes in the bylaws and vet these
for presentation to the PNB for action. (at Gov.; unanimous)

Discussion followed. Hearing no objection, motion Approved.

4. Whereas, the Pacifica bylaws only set forth one specific
change of status as a legitimate basis for removal;
namely, the appointment to an elected political office
[Section 9, (B) Removal of Delegates]; and
Whereas, a change of status from listener representative to staff
representative does not constitute a change of status recognized
by the bylaws as a 'disqualifying act'; and
Whereas, the Pacifica bylaws do not recognize or delineate any
difference in the roles nor place any conflict of interest
restrictions on staff representatives; and
Whereas, to arbitrarily deem any other non-specified change of
status as constituting a 'disqualifying act' could lead to the
arbitrary removal of board members;
Be it therefore resolved, that, it is Pacifica board policy that
a change of status of a board member, once elected, will not be
deemed a 'disqualifying act' unless decided otherwise by the
Pacifica National Board, or until such time as there is an
amendment made to the relevant section of the Pacifica bylaws."
(at Gov. 9-1-1 )

Discussion followed. Young moved to Table the motion. Motion
Failed by a vote of 8-9-1. [See Below.]

b. Audit. Committee Chair Nia Bediako reported that she was working
to finalize information from WBAI GM; and that when that was complete
(after in-person meeting), she would call a meeting of the committee.

c. Committee on Racism, Sexism and Other Forms of Discrimination.
Convener Ricco Ross reported that the committee is scheduled to convene,
April 22, 2009.

d. Elections. Committee member Wendy Schroell reported that committee
had brought a motion for consideration.

1. Motion that the PNB rescind the motion passed at the March 8,
2009 PNB meeting
regarding the "independence" of the National Election Supervisor.

Schroell moved to extend for 5 minutes. Hearing no objection, motion
Approved. Schroell then reported that the committee had processed several
applications for NES and had recommended an individual and asked that the
IED work with the committee if she had another person in mind. Aaron
agreed to work with the committee. Schroell also reported that the committee
would continue to work to update and revise the Elections Manual and to
prepare for the up-coming election.

e. Programming. Acting Committee Chair Kathy Davis reported that the
committee had brought the following motion.

1. Motion that the PNB ask the Executive Director (IED) to
encourage the General Managers to focus on programming improvement
as per resolution of Nov. 14, 2008 and ask them what they might
need to accomplish such goals as stated in the resolution.

Bonnie moved to amend by adding "that the PNB ask the Executive Director
(IED)." Motion voted Approved, by a vote of 10-4-3. [See Below - Next
Page.]

Bediako called Point of Order re:"time is
out," no new amendment should be
brought forward. Chair sustained.

g. Finance. Committee Chair Jamie Ross reported that they attempted
to review revised station budgets. Compliance with request for revised
budget poor; only KPFT submitted a revised budget. Five months into the
FY, network is $554,000 behind the budgeted amount. Still need Actuals v.
Budgeted through February broken out by unit.

WBAI currently with a Profit and Lose deficit of $341,000, some shortfall
items can be adjusted to bring the shortfall figure down to a deficit of
$295,000. WBAI is four months behind in paying their studio rent and two
moths behind in paying their tower rent.

There were four Points of Order that the Chair ruled on
jointly.

1. Simmons called Point of Order re: could motions coming
from working group come to the PNB?
2. Aaron called Point of Order re: do the first two items
need action? J. Ross said the first motion did not
require Board approval.
3. Birden called Point of Order re: subgroup may bring
motion to the Board.
4. Schroell called Point of order re: Finance motion
appropriate to be called at this time.

Chair ruled that the first two items were for business within
the Finance Comm. and did not need Board consideration.
The motion from the Finance Working Group could be brought
forward and considered.
Reiter moved to extend for 10 minutes. Hearing no objection, motion
Approved. Motion from the FNC Working Group presented by Young.

Whereas, WBAI is in arrears for payment for the tower and
office rent; and
Whereas, the current WBAI cash balance is not sufficient to bring
these payments current; and
Whereas, the amount and timing of receipts from WBAI fund drives is
uncertain and will be needed for payroll;
Whereas, late payment for WBAI tower and office rent may constitute
an immediate threat to the financial position of the Foundation;
Be it Resolved that, the Pacifica Nation Board hereby authorizes the
interim Chief Financial Officer to transfer cash from other system
accounts to bring these payments current when the need is urgent.

Discussion followed. Reiter moved to substitute with:

The iCFO will have the authority to transfer funds to cover
shortfalls
at any unit, and will notify the PNB promptly when doing so.

Nwangaza moved to amend by adding:

That ICFO and IED make said transfers to cover WBAI's current short
falls and to do so only so as to and in a manner which avoids future
repetition.

Time expired for consideration of item.

Brown asked that he be given time to report concerning the finances of
WPFW. J. Ross asked Brown to please send copies of his report to all if
time ran out. Chair announced
that time for the meeting had expired. Brown asked that the report on
WPFW be at the start of the next meeting.